Golden Panda's Clarence Busby Seeks Divorce From ASD
Saturday, August 30, 2008
BREAKING NEWS: Golden Panda Ad Builder is seeking to sever the Ad Surf Daily case and have elements concerning Golden Panda heard in U.S. District Court in Georgia, not Washington, D.C.
Clarence Busby Jr. says in court papers [filed Aug. 29 in U.S. District Court in Washington, D.C.] that Golden Panda is separate and distinct from ASD and that no ASD money was used in Golden Panda's start-up. Meanwhile, Busby asserts that ASD President Andy Bowdoin is uniquely responsible for the legal crisis Golden Panda is encountering.
"At no time was I ever involved in ASD ownership, operation, or control. I have never been an ASD officer, director, or shareholder. I am not privy to how Bowdoin runs ASDs business and was not privy to any decision Bowdoin made concerning how to allocate funds raised by ASD," Busby said in court papers. "I had no involvement in any sales presentations he has made and never knew, prior to my receipt of the complaint in this proceeding, that he had prior run ins with the law."
Golden Panda is a standalone firm, Busby's lawyers argued.
"Neither Ad Surf Daily ("ASD") nor any of its officers, directors, or shareholders is an officer, director, or shareholder in Golden Panda. None has ever exercised any influence or control over the company's operations. Neither ASD nor Bowdoin ever opened, placed funds into, or controlled any Golden Panda bank accounts or any of Golden Panda's officers, directors, or shareholders' bank accounts."
Highlights Of Busby's Declaration To U.S. District Court For The District Of Columbia (Filed Aug. 29)
How Busby First Learned About ASD . . .
"I was first informed of ASD from Robyn Lynn from Sarasota, Florida, an ASD member who I met at a new business opportunity seminar. She told me that she was an ASD member and asked me if I would be interested in buying an ASD ad package and becoming an ASD member also. I initially said no.
"Because I regarded her as intelligent and honest, I told her I would consider the proposal further but would have to meet the person who headed ASD to know whether to buy the package. She gave me Bowdoin's name and phone number.
"As it happens, in November of 2007, I needed to attend a funeral for my wife's uncle. The funeral would take place near the area where Lynn told me Bowdoin was located. I called Bowdoin and left him a message telling him I would be in the area and would like to meet him. He called me back and confirmed a lunch appointment. I then first met him at the Charter House restaurant in Bainbridge, Georgia."
Wife Influenced Decision To Purchase ASD Ads . . .
"[Bowdoin] explained his ASD program to me over lunch. I had (and still have) little understanding of computers and the web. I told him I would have to talk over the idea of buying an ASD ad package with my wife before I decided whether to buy the package and thereby become an ASD member. I spoke with my wife and she thought it worth a try, so we bought an ad package."
Bowdoin And ASD Were On Their Own . . .
"At no time was I ever involved in ASD ownership, operation, or control. I have never been an ASD officer, director, or shareholder. I am not privy to how Bowdoin runs ASD's business and was not privy to any decision Bowdoin made concerning how to allocate funds raised by ASD. I had no involvement in any sales presentations he has made and never knew, prior to my receipt of the complaint in this proceeding, that he had prior run ins with the law."
Fishing Trip Arranged By Minister Was 'Social Courtesy' To Bowdoin . . .
"As a social courtesy to Bowdoin, I asked a pastor friend of mine, Rev. Charles Green, if he might bring his boat and join me in inviting Bowdoin on a relaxing fishing trip. I imagined that operating ASD involved a lot of stress, and I had heard Bowdoin liked to fish. I also wanted a respite from work. The invitation was extended and Bowdoin agreed to join us."
Bowdoin Recommends Chinese Version Of ASD On Fishing Trip; Busby 'Surprised' . . .
"On April 11, 2008, we fished at a lake in Brunswick, Georgia for a day. On that Day Bowdoin surprised me by recommending that I start a Chinese version of ASD. Bowdoin suggested that I organize the business without him. He said, "I can't handle the business I already have," stating that I should be the one to create, own, and operate this Chinese version of ASD.
"I was interested in the idea, but did not have knowledge of computers and the web, so I thought Bowdoin should run it, but Bowdoin did not want to run it. I chose the name of Golden Panda Ad Builder Inc. and I had the company incorporated on May 15, 2008. At that time, I still thought that Bowdoin would end up running the business, so I placed his name as President of the company, although Bowdoin never actually took any step to run the company.
Bowdoin Says Busby Should Run Golden Panda . . .
"Two and one half weeks before Golden Panda commenced operations on July 24, 2008, Bowdoin called me and reiterated that he did not have time for Golden Panda, had done nothing to help create it, and therefore thought I should be the one to own, operate, and control the business.
"I then decided that with the help of my kids that I really could run a web based advertising business on my own. On July 2, 2008, I amended the Golden Panda papers with the state, naming myself as the President and removing Bowdoin's name.
"On July 12, 2008, in an ASD rally in Miami, Florida, Bowdoin announced that he had no affiliation with Golden Panda. He reiterated that he had no affiliation with Golden Panda at an ASD rally in Chicago on July 19, 2008. I know those statements to be true."
Bowdoin Was Golden Panda President In Title Only . . .
"In fact, Bowdoin never performed any function when I put his name down as President of Golden Panda in the corporate papers. He was President in name only for the period of May 15 to July 2, 2008. He not only did not perform any function for Golden Panda or direct Golden Panda's operations in any way, he also never contributed any funding either from ASD or personally to Golden Panda. He had no involvement in forming Golden Panda beyond planting the idea of a web based advertising business in my mind.
ASD's Name Tells A Story; Golden Panda's Name Tells A Different Story . . .
"Bowdoin's business is named Ad Surf Daily Income Generator. I named my business Golden Panda Ad Builder. I chose that name. I now have come to realize that the last two words of each name are telling. While the focus of ASD may be income generation based on my read of the complaint, the focus of my business was advertising (building greater audiences for web based advertising)."
Golden Panda Hired Lawyer After Launch . . .
"Because I wanted to ensure that Golden Panda operated lawfully, I searched for and found a recognized expert on legal compliance in direct selling and network marketing law who resided in Memphis, Tennessee. D. Jack Smith is that expert attorney.
"My daughter and I first contacted Jack on or about the week of July 22, 2008. We retained Jack on July 29, 2008. We invited Jack to visit our offices and go through all of our records and discuss with us Golden Panda's business model.
"We asked him to help us ensure that it was lawful in every respect. Jack came to our offices in Atlanta, Georgia, for his review and conferences on July 31, 2008. The following day, after Smith had returned to Memphis, we received word from our bank that the Department of Justice had frozen our accounts. It was not until one week later that we received the government's complaint and first learned of the government's reason for freezing the funds."
Government Charges That ASD Provided Capital 'False'
"The charges in the complaint associating us with ASD and stating that a majority of Golden Panda's funds came from ASD are false, as explained above. Neither Bowdoin nor ASD provided any capital or expended any effort in establishing or operating Golden Panda. I chose the name for the business, and I provided seed capital from my real estate business revenues. Golden Panda obtained all other start up money from 34 founders:
"Lucille Allen and her spouse; Dr. Kevin Campbell and his spouse; Donald L. Chrestensen and his spouse; Robert Cobb and his spouse; Kent Davis and his spouse; Ray Dawson and his spouse; Judy Dishman and her spouse; Jenny Elliott and her spouse; Alan Ferguson and his spouse; Anthony Gantz and his spouse; Toby Gantz and his spouse; Rev. Charles D. Green and his spouse; Billy Jo Haas and her spouse; Joyce Haws and her spouse; Boyd Wayne Hughes and his spouse; and Shannon Hutto and her spouse.
Busby Uses Word 'Invested'
"None of those founders is an officer, director, or shareholder in ASD. None of Golden Panda's funds are from Bowdoin, ASD, or any bank account affiliated with Bowdoin or ASD . . . The money I invested in Golden Panda came from my local real estate business."
Golden Panda Is Not ASD . . .
"Golden Panda has never transferred funds from its Bank of America accounts into a Solid Trust Pay account, and it has no plans to do so in the future.
"I created Golden Panda to sell advertising. I did not sell memberships and do not have a "member" based business. I designed Golden Panda to provide a valuable web base where one advertiser could present its ad to others and would have an incentive to do so in the form of a return of portion of ad dollars spent. I also wanted Golden Panda to maximize ad value for customers, so we have developed a geographically-targeted web advertising tool and are developing classified ad options for our customers. We are also working on ways to improve the positioning of our advertisers on search engines."
Busby Explains Golden Panda Business Model . . .
"Golden Panda profits from the sale of advertising. For every advertising dollar spent with the company, we retain 50 cents as payment for the ad (our profit) and place the other 50 cents in our "cash out" fund, which is a separate account exclusively for pay-outs. The cash out fund is paid out to all advertisers who examine 12 ads that we randomly select every single day for a period of at least 15 seconds for each ad.
"Those who perform that function, and thus ad value by giving assured views to ads, are rewarded by receiving daily a pro rata share of the ad sales proceeds that we contribute to the "cash out" fund for that day (i.e., the 50% of ad sales revenues that we place in the fund). Those who do not are not entitled to any pro rata share.
"Those who surf consistently over time (examine every day for 15 seconds each ad every one of the 12 ads randomly selected) also receive credits, which are cash equivalents toward future advertising. By adding value through consistent viewing of ads, those advertisers not only receive a pro rata share of the daily sales but also credits good towards future advertising.
"Advertisers can request that their pro rata share be paid out to them or can apply it to future advertising. When they ask for the pro rata share in cash or apply it, their request is honored but we reduce the amount of their prior ad package purchase by the amount taken out until that amount reaches zero, whereupon in order to keep their advertisement on our rotator, they must buy additional advertising."
Busby Says ASD Guarantees Pay-Outs . . .
"We do explain the benefits of attracting viewers through a system that encourages viewership of ads, but, unlike ASD, we do not guarantee any advertisers that he or she will receive any amount of money from the cash out fund. If the money is there, and the advertiser views the 12 ads for 15 seconds each ad, then the advertiser will be entitled to a pro rata share. No money is promised that does not exist in the cash out fund.
"Golden Panda calculates the amount to distribute from the cash out fund to the advertisers who are ad viewers by dividing total ad revenue received by one-half. It then divides that half by the number of customers who viewed the advertisement as required. It then pays out that percentage (from 0 to 5%).
"Never does Golden Panda commit to pay out more than it actually has in the daily cash out fund. Never does Golden Panda commit to pay out a fixed sum or percentage of total ad dollars. It varies entirely based on daily ad sales, so a statement of that kind is not possible."
Golden Panda Is A Responsible Corporate Citizen . . .
"When the government seized Golden Panda's accounts, I ordered that Golden Panda suspend its operations. I never received a cease and desist order. I suspended the business because I am not about to continue it unless I am assured that it is lawful.
"I have done all I can to make sure that it is lawful, even hiring at considerable expense an expert attorney to guide me in ensuring that result, hired before the freeze order at the earliest days of the business."
Golden Panda Is Not A Rogue Firm . . .
"It is my intention to operate a lawful advertising business that provides a service that affords web advertisers greater value than they ordinarily experience in buying ads from companies like Google."
Golden Panda Needs Relief . . .
"Golden Panda cannot operate under the current asset freeze. Golden Panda, its Employees, and its customers suffer significant hardship while the government retains control over Golden Panda's accounts.
"On August 1, 2008, the company employed 14 people. We now employ 7. The rest I was forced to fire. We will have to fire the rest unless the funds now frozen are released. The employees still on board have taken significant salary cuts to help us keep paying payroll for as long as I can personally afford it.
"In addition, my daughter Dawn and I have not been taking any salary. I am pulling funds from my part-time real estate business to compensate those employees. Golden Panda must resume business quickly or it will go out of business.
"Word of the freeze order is out, of course, because we have had to explain why ads are not being placed on the web. The longer we are not in operation, the more difficult it will be to keep advertisers. When they leave, they are entitled to a refund of their purchase. When they leave, they will have little difficulty finding competitors that sell web advertising. I believe it unlikely that customers that leave us under the present circumstances will return."
** Emphasis Added. Post edited to clarify that Busby's motion was dated Aug. 29 and was filed in U.S. District Court for the District of Columbia. Post edited to delete incorrect reference to ASD in subhead.
Labels: D. Jack Smith, Golden Panda motion to sever, Solid Trust Pay ASD
posted by Patrick Pretty @ 1:31 PM,
